AGM 2016 - Al Salam Bank

Ordinary General Assembly Meeting
29 February 2016
Dynamic - Diversified - Differentiated
Licensed as an Islamic Retail Bank by the Central Bank of Bahrain

www.alsalambahrain.com
CONTENTS
The Agenda 2
2015 AGM minutes 3
The Board of Directors’ Report 9
Fatwa & Shari’a Supervisory Board’s Report 12
The Auditor’s Report 14
The Consolidated Financial Statements 16
Notes to the Consolidated Financial Statements 20
Corporate Governance Report 2014 60

The Agenda of the Ordinary General Assembly Meeting
1. To approve the minutes of the previous Annual Ordinary General Meeting held on 24 February
2015.
2. To discuss and approve the Board of Directors’ report on the Bank’s activities for the year ended
31 December 2015.
3. To receive the Shari’a Supervisory Board’s report for the year ended 31 December 2015.
4. To receive the external auditor’s report for the year ended 31 December 2015.
5. To review and approve the financial statements for the year ended 31 December 2015.
6. To appropriate the net profit for the year 2015 upon the recommendations of the Board of
directors as follows:
a. Transfer of BD1,234,600 to statutory reserves.
b. Distribution of dividends of 5 fils per share or 5% of the paid up share capital, amounting
to BD10,705,000 for the year ended 31 December 2015.
c. Approve Board of Directors remuneration in the aggregate amount of BD365,000 for
the year ended 31 December 2015, subject to the approval of the Ministry of Industry,
Commerce and Tourism.
7. To receive report on the Bank’s compliance with the Corporate Governance Guidelines and the
Central Bank of Bahrain’s requirements.
8. To absolve the members of the Board from liability for their actions during the year
ended 31 December 2015.
9. To reduce the number of Board Directors for the continuing term to 10 directors.
10. Reappointment of Ernst & Young as external auditors for the year ending 31 December 2016
and authorize the Board of Directors to determine their remuneration, subject to the approval
of the Central Bank of Bahrain.
11. New matters that may arise as per Article 207 of the Commercial Companies’ Law.
2
Minutes of the Ordinary General Assembly Meeting
Held on 24TH February 2015
The Ordinary General Assembly Meeting was held at Murjan Hall at Movenpick Hotel, Kingdom of Bahrain at 11 a.m.
on Tuesday 24 February 2015 presided over by H.H. Shaikha Hessa bint Khalifa Al Khalifa, Board Chairperson, and in
the presence of:
The Board members of Al Salam Bank-Bahrain:
1. Mr. Habib Ahmed Kassem Board Member

2. H.E. Shaikh Khalid bin Mustahail Al Mashani Board Member
3. H.E. Mohamed Ali Rashid Alabbar Board Member
4. Mr. Hussein Mohammed Al Meeza Board Member
5. Mr. Salman Saleh Al Mahmeed Board Member
6. Mr. Sulaiman bin Mohamed Al Yahyai Board Member
7. Mr. Hisham Saleh Al Saie Board Member
8. Mr. Adnan Abdullah Al Bassam Board Member
9. Mr. Yousif Taqi Board Member & Chief Executive
10. Dr. Mohammed Arbouna Member of the Fatwa & Shari’a Supervisory Board and
the Bank’s Head of Shari’a Compliance
11. Ms. Dua’a Al Moallem Representative of the Ministry of Industry & Commerce
12. Mr. Fahad Yateem Representative of the Central Bank of Bahrain
13. Ms. Khadija Juma Representative of the Central Bank of Bahrain
14. Ms. Fatemah Hijris Representative of the Bahrain Bourse
15. Mrs. Dana Al Zayani Representative of the Bahrain Bourse
16. Ms. Sarah Aseeri Representative of the Bahrain Bourse
17. Mr. Nader Rahimi Representative of Ernst & Young, External Auditor
18. Mr. Basker Rajaraman Representative of Ernst & Young, External Auditor
19. Mr. Abdul Qader Al Afya Representative of Karvy Computershare, Share Registrar
The Agenda of the Ordinary General Assembly Meeting
1. To approve the minutes of the previous AGM meeting held on 3 March 2014.
2. To discuss and approve the Board of Directors’ report on the Bank’s activities for the year ended 31 December
2014.
3. To receive the Shari’a Supervisory Board’s report for the year ended 31 December 2014.
6. To appropriate the net profit for the year ending 2014 upon the recommendations of the Board of directors as
follows:
b. Distribution of dividends of 5 fils per share or 5% of the paid up share capital, amounting to BD10,705,000
for the year ended 31 December 2014.
c. Approve Board of Directors remuneration in the aggregate amount of BD329,000 for the year ended 31
December 2014.
7. To receive report on the Bank’s compliance with the Corporate Governance Guidelines and the Central Bank of
Bahrain’s requirements.
8. To absolve the members of the Board from liability for their actions during the year ended 31 December
2014.
9. Approve the remuneration framework in the Bank in compliance with the Central Bank of Bahrain’s requirements.
10. To appoint or re-appoint members of the Shari’a Supervisory Board for the next three years.
11. Reappointment of Ernst & Young as external auditors for the year ending 31 December 2015 and authorize the
Board of Directors to determine their remuneration, subject to the approval of the Central Bank of Bahrain.
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Held on 24TH February 2015 (continued)
12. Suggest limiting the number of Directors for the coming term to 10 directors.
13. Appoint/elect the members of the Board of Directors for the next term of three years, subject to the approval of
the Central Bank of Bahrain.
Meeting President and Rapporteur

H.H. Shaikha Hessa bint Khalifa Al Khalifa presided over the Ordinary General Assembly meeting and appointed Mr.
Essa Bohijji as the meeting’s Rapporteur. Mr. Abdul Qader Al Afya from Karvy Computershare were also appointed for
counting attendance in the meeting.
Legal Quorum
H.H. Shaikha Hessa bint Khalifa Al Khalifa (meeting president) asked Al Salam Bank registrar to hand her the
quorum of attendees of the OGM, after which she announced the quorum was present for holding the meeting. The
quorum was 65.8% amounting to 1,408,748,132 shares of the total shareholding. The meeting president asked Karvy
Computershare being the Bank’s registrar, the Ministry of Industry and Commerce and the Bank’s external auditors to
sign and approve and endorse the attendance register.
Invitation to the General Ordinary Assembly Meeting
H.H. Shaikha Hessa bint Khalifa Al Khalifa opened the meeting and noted that the invitation to this meeting has been
sent to all of the Bank’s shareholders as per the legal requirement. Then the agenda was read and the shareholders
were asked to make their remarks on the agenda’s items. A shareholder pointed to the request to update item 12 in
the agenda so that the suggested number of the Board membership be eleven (11) directors, which the shareholders
unanimously approved. The representatives of the Ministry of Industry and Commerce were also asked to approve the
amendment to this item and they gave their approval on this.
Decision No. (1): The Ordinary General Assembly approved to update item 12 of the agenda to provide that the
suggested number of directors in the Board for the new term be eleven (11) directors.
Later, the agenda was endorsed by the shareholders and the agenda’s items were discussed as follows:
1. To approve the minutes of the previous AGM meeting held on 3 March 2014.
The meeting President asked the shareholders to present their remarks on the items of the previous meeting’s
minutes and the decisions taken.
The minutes were approved without remarks or amendments.
Decision No. (2): The minutes of the AGM meeting held on 3 March 2014 were approved.
2. To discuss and approve the Board of Directors’ report on the Bank’s activities for the year ended 31 December
2014.
The meeting President read the Board of Directors’ report and gave a review of the activities and operations
executed by the Bank during 2014, which included the Bank’s Financial Statements and its subsidiary BMI Bank
B.S.C (c) and known in a whole as (The Group).
The meeting President pointed that although the business environment remained challenging throughout 2014,
the Group posted a record growth of 80% in total assets from BD1,088.2 million (US$ 2.9 billion) at 31 December
2013 to BD1,955.3 million (US$5.2 billion) at 31 December 2014 following the business combination with BMI
Bank B.S.C. (c) (“BMI”).
She clarified that the financing portfolio grew by 107% to BD827.4 million in 2014 while customer deposits
increased from BD680.7 million at end of 2013 to BD1,427.6 million, an increase of 110% over the previous year
with inorganic growth playing a major part.
The gross operating income also increased substantially from BD26.1 million in 2013 to BD46.1 million in 2014, an
increase of 77% due to the surge in income from core banking activities comprising corporate, commercial and
retail banking facilities.
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The meeting President noted that the above positive results are largely due to the Bank concluding its business
combination with BMI in addition to an improved customer base, enhanced product portfolio and substantial
increase in financing.
In terms of investments, the Bank successfully exited its investment in one of its Boeing 777-300ER aircraft that
was leased to the Emirates Airlines in line with the Bank’s commitment to providing its investors with timely exits
at attractive returns.
The year also saw the Bank launching Asia focused REIT Fund (“REIT Fund”) as seed investor. The Fund provides
investors with an ideal platform to invest in listed real estate investment trusts (“REIT”) in the Asian region. During
the year the Bank acquired a strategic stake in a food & beverage company in the Kingdom of Saudi Arabia, along
with a renowned regional conglomerate.
Financially, fiscal year 2014 saw the Group earning a net profit of BD15.6 million, as compared to a net profit
of BD12.4 million in 2013. The gross operating income amounted to BD46.1 million (2013: BD26.1 million). The
earnings per share (EPS) for the year amounted to 8 fils (2013: 8.3 fils). The total operating expenses of the Group
increased from BD11.4 million in 2013 to BD26.4 million in 2014 mainly due to business combination with BMI.
Decision No. (3): the General Assembly unanimously approved the Board of Directors’ report on the Bank’s
activities for the year ended 31 December 2014.
3. To receive the Shari’a Supervisory Board report for the year ended 31 December 2014.
Dr. Mohammed Burhan Arbouna, member of the Shari’a Supervisory Board and the Bank’s Head of Shari’a
Compliance, read the Shari’a Board’s report pointing out that the Board has supervised the Banks’ activities and
transactions during the year, and advised the various departments to adhere to the Shari’a principles and the
Board’s legal opinions. He noted that the Bank has acquired the conventional bank “BMI Bank” with the intention
to convert it into a Shari’a-compliant bank, which in fact happened as of 1st January 2015 according to a quick
and successful plan, and some assets which did not convert at this date will be kept in a separate portfolio under
the shareholders’ account, which will be settled within six months
He also noted that the Board has studied the transactions presented to it during the year, and approved the
contracts and documents relating to those transactions. In addition, the Board reviewed samples of contracts and
agreements that were presented, and reviewed the financial statements and notes and made its observations on
them and in accordance to that the Board believes that the consolidated balance sheet, profit and loss account
and the distribution of profits to depositors and shareholders had been prepared in conformity with the Islamic
Shari’a.
He also pointed out that the Shari’a Board has set aside the Shari’a noncompliant income and directed it to the
Charity Account.
Decision No. (4): The AGM unanimously approved the Shari’a Supervisory Board report for the year ended 31
December 2014.
Mr. Nader Rahimi, on behalf of Ernst & Young, the external auditor, read the external auditors’ report, in which he
mentioned that the consolidated financial statements presented fairly, in all material respects, the consolidated
financial position of the Group as of 31 December 2014, the results of its operations, its cash flows and changes in
equity for the year then ended in accordance with the Financial Accounting Standards issued by AAOIFI. He also
clarified the following other matters:
a. The Bank has maintained proper accounting records and the consolidated financial statements are in
agreement therewith; and
b. The financial information contained in the report of the Board of Directors is consistent with the
consolidated financial statements.
In addition, he pointed out that they were not aware of any violations of the Bahrain Commercial Companies
Law, the Central Bank of Bahrain and Financial Institutions Law, the CBB Rule Book and CBB directives, regulations
and associated resolutions, rules and procedures of the Bahrain Bourse or the terms of the Bank’s memorandum
and articles of association that might have had a material adverse effect on the business of the Bank or on its
consolidated financial position.
5
Decision No. (5): The AGM unanimously approved the external auditors’ report for the year ended 31
December 2014.
The financial statements for the year ended 31 December 2014 were reviewed and the meeting President
requested the shareholders to present their remarks. Some questions were asked and the Board of Directors
answered them.
Decision No. (6): The AGM unanimously approved the financial statements for the year ended 31 December
2014.
6. To approve the recommendation of the Board of directors to appropriate the net profit for the year 2014.
The meeting president presented the Board of Directors’ recommendation to appropriate the net profit for the
year 2014 as follows:
b. Distribution of dividends of 5 fils per share or 5% of the paid up share capital, amounting to BD10,705,000
for the year ended 31 December 2014.
c. Approve Board of Directors remuneration in the aggregate amount of BD329,000 for the year ended 31
December 2014.
Decision No. (7): The AGM unanimously approved to appropriate the net profit for the year ending 2014 as
follows:
b. Distribution of dividends of 5 fils per share or 5% of the paid up share capital, amounting to
BD10,705,000 for the year ended 31 December 2014.
c. Approve Board of Directors remuneration in the aggregate amount of BD329,000 for the year ended
31 December 2014.
7. To receive report on the Bank’s compliance with the Corporate Governance Guidelines and the Central Bank of
The meeting President requested the shareholders to present their remarks on the Corporate Governance report.
Decision No. (8): The AGM unanimously approved the Bank’s compliance with the Corporate Governance
Guidelines and the Central Bank of Bahrain’s requirements.
8. To absolve the members of the Board from liability for their actions during the year ended 31 December 2014.
The shareholders agreed on absolving the members of the Board from liability.
Decision No. (9): The AGM unanimously agreed to absolve the members of the Board from liability for their
actions during the year ended 31 December 2014.
9. Approve the remuneration framework in the Bank in compliance with the Central Bank of Bahrain’s requirements.
The shareholders approved the remuneration framework in the Bank in compliance with the Central Bank of
Decision No. (10): The AGM unanimously approved the remuneration framework in the Bank in compliance
with the Central Bank of Bahrain’s requirements.
10. To appoint or re-appoint members of the Shari’a Supervisory Board for the next three years.
The meeting President mentioned that the Board of Directors has recommended to re-appoint the members of
the Shari’a supervisory Board for the next three years and requested the shareholders to put forward any remarks
or suggestions.
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Decision No. (11): The AGM unanimously approved the re-appointment of the members of the Shari’a
Supervisory Board for the next three years, and who include the following:
1. Dr. Hussain Hamid Hassan
2. Dr. Ali Mohuddin Al’Qurra Daghi
3. Shaikh Adnan Abdullah Al Qattan
4. Dr. Mohamed Abdulhakim Zoeir
5. Dr. Mohammed Burhan Arbouna
11. Appointment of Ernst & Young as external auditors for the year ending 31 December 2015 and authorize the
Board of Directors to determine their remuneration.
The meeting President pointed out that the Bank’s Board of Directors recommended the re-appointment of the
external auditors Ernst & Young for the auditing processes for the year ending 31 December 2015, and requested
the shareholders to present any comments or suggestions.
Decision No. (12): The AGM unanimously agreed on the appointment of Ernst & Young as external auditors
for the year ending 31 December 2015 and authorize the Board of Directors to determine their remuneration.
12. Suggest limiting the number of Directors for the coming term to 11 directors.
The meeting President pointed out that the suggested number of members of the Board of Directors for the
next term is eleven (11) directors. The meeting President requested the shareholders to give any remarks or
suggestions in this regard.
Decision No. (13): The AGM unanimously approved limiting the number of Directors for the coming term to
11 directors.
13. Appoint/elect the members of the Board of Directors for the next term of three years, subject to the approval
of the Central Bank of Bahrain.
The meeting President pointed out that the number of nominees for the Board membership of Al Salam Bank-
Bahrain for the new term was eleven (11) members, and since the required number for the formation of the Board
is eleven (11) members, hence the nominees have won uncontested, subject to the approval of the Central Bank
of Bahrain.
Then, the meeting rapporteur read the names of the members of the Board of Directors of Al Salam Bank-Bahrain
for the next term.
Decision No. (14): the AGM approved the uncontested appointment of the following names for the
membership of the Board of Directors of Al Salam Bank-Bahrain for the next term of three years:
1. H.H. Shaikha Hessa bint Khalifa bin Hamad Al Khalifa
2. H.E. Shaikh Khalid bin Mustahail Al Mashani
3. H.E. Mohamed Ali Rashid Alabbar
4. Mr. Hussein Mohammed Al Meeza
5. Mr. Essam Abdulkadir Al Mohaidib
6. Mr. Salman Saleh Al Mahmeed
7. Mr. Sulaiman Mohammed Al Yahyai
8. Mr. Hisham Saleh Al Saie
9. Mr. Mohammed Shukri Al Ghanem
10. Mr. Khalid Salem Al Halyan
11. Mr. Yousif Abdulla Taqi
No new matters were discussed under this item.
7
At the conclusion of the meeting, H.H. Shaikha Hessa bint Khalifa Al Khalifa, on behalf of the Board of Directors,
extended their appreciation to the leadership of the Kingdom of Bahrain led by His Majesty King Hamad bin Isa Al
Khalifa, HRH the Prime Minister Prince Khalifa bin Salman Al Khalifa and HRH the Crown Prince, Deputy Supreme
Commander and First Deputy Premier Prince Salman bin Hamad Al Khalifa as well as the Minister of Finance, the
Ministry of Industry and Commerce, the Central Bank of Bahrain, the Bahrain Bourse, correspondents, clients,
shareholders and the staff of the Bank for their continued support to the Bank since its inception, and looked forward
for their continued support in 2015, and thanked the attending shareholders wishing all success.
H.H. Shaikha Hessa bint Khalifa Al Khalifa Mr. Essa Abdullah Bohijji
Meeting President Rapporteur
8
BOARD OF DIRECTORS’ REPORT TO THE SHAREHOLDERS
The Directors of Al Salam Bank-Bahrain BSC (“the Bank”) have the pleasure in submitting their report to the
shareholders accompanied by the consolidated financial statements for the year ended 31 December 2015. The
consolidated financial statements comprise the financial statements of the Bank and its subsidiary, BMI Bank BSC (c)
(together known as “the Group”).
Global growth was subdued in 2015 and was exacerbated by a crash in the oil prices in the last quarter of the year. The
challenges of the global economic meltdown continued in 2015 lead by a Chinese downturn due to weaker demand
of commodities which negatively impacted their prices. In a development unprecedented since the 1980s, most of
the largest emerging economies in each region have been slowing simultaneously for three consecutive years. The
economic re-balancing in China is a major concern to global economic recovery. Brazil and Russia have been going
through severe adjustments in the face of external and domestic challenges. This coupled with geopolitical tensions
casts a serious question on timing of recovery.
The IMF World Economic Outlook report forecasted global growth of 3.1% in 2015, 0.3% lower than in 2014 and
projected a growth of 3.4% and 3.6% for 2016 and 2017 respectively. The Gulf Cooperation Council markets too felt
the impact with a significant drop in foreign exchange reserves with intensifying regional conflicts impeding growth.
The full impact of the adverse economic developments of 2015 is likely to be felt in 2016 in terms of challenging
medium-term fiscal sustainability.
In spite of the increased pessimism about the global growth outlook, confidence in the GCC economy has held up well.
GCC economy continues to depend on non-oil sector for its growth drivers and higher-than-expected activity in the
oil sector. Activity in Bahrain has continued to benefit from the ongoing implementation of a substantial infrastructure
project pipeline supporting confidence in the face of unusual market volatility. Bahrain’s non-oil growth remained
robust with consistent growth of approximately 4.5% with major contribution in year-on-year growth in construction
sector of 7% in the first half of 2015. However, challenges continue to remain for taking necessary steps to manage
budgetary deficits.
The continued drop in oil prices has impacted the asset growth with fewer lending opportunities in the banking
sector and in the region. Due to the uncertainties in market conditions, the Bank has shifted its focus towards high
quality assets. This is evidenced by the surge in the sovereign Sukuks from BD145.8 million at end of 2014 to BD313.1
million at end of 2015. In view of the market conditions, the Group had been selective in financing in order to maintain
or enhance asset quality. As a result, shedding liquidity by running off expensive deposits and deploying liquidity in
sovereign assets was a strategy pursued by the Group in 2015. This had resulted in the Group consciously reducing
its customer deposits by circa 20% in 2015 to reduce the cost of liabilities. Limited availability of investment grade
Shari’a compliant fixed income instruments was another major factor that drove management to pursue this strategy.
Balance sheet footing was optimized by reducing total assets of the Group to BD1,656.6 million from BD1,955.3 million
at 31 December 2014.
The Group reported a 25% increase in gross operating income from BD46.1 million in 2014 to BD57.8 million in 2015,
due to the focus on core banking activities comprising corporate, commercial and retail banking. Stringent cost
control measures were implemented in 2015 to bring the total operating expenses of the Group from BD26.4 million
to BD25.3 million, a decrease of 4.4%. The net profit attributable to shareholders of the Bank for the year was BD12.3
million after taking into consideration asset provisions of BD22.9 million.
In the backdrop of a challenging business climate, the above results are by any measure impressive and were achieved
by focusing on timely exit on investments and sukuks while thrusting on core banking optimization.
The business combination with BMI has underpinned the Group’s position as the second largest retail Islamic Bank in
Bahrain, benefiting from a diversified customer portfolio, strong capital base and differentiated products and services
with an even more expanded branch and ATM network in 2015.
The Directors of the Bank believe that the Group is poised to achieve its vision of being a regional force in the Islamic
financial services industry. We express our gratitude to the shareholders and the senior management for their
relentless efforts taken in successfully executing the strategy to put the respective systems and operational controls
in place.
On investments, the Bank adopted a cautious approach in selecting investments in line with the Board’s risk
appetite and prevailing market conditions. Due to the continued slump in oil prices, the Group adopted a prudent
and conservative policy of providing BD9.4 million towards its exposures to alternative energy assets. Exposures to
9
BOARD OF DIRECTORS’ REPORT TO THE SHAREHOLDERS (continued)
investments in aviation sector were also affected due to declaration of bankruptcy by a leading Southeast Asian Airline.
Due to the failure of this carrier to honour its lease obligations, the underlying value of an aircraft fell, warranting a
provision of BD7.6 million. On a positive note, the Group successfully acquired equity interest in Boeing777-300ER
aircraft with a lease to a leading regional airline and exited the same on a profitable note.
The Group exited its investment in the food and beverage industry in 2014 based in the Kingdom of Saudi Arabia
realizing an attractive gain in these challenging times. In addition, the Group also successfully exited its participation
in the development of a mid-rise residential project in a prime location in Jeddah, Kingdom of Saudi Arabia. The year
also saw another successful exit of the Group’s participation in a prime retail property in France at a gain.
In summary, the investment business experienced ups and downs during the fiscal year with gains assisting in partially
mitigating the losses from aviation and alternative energy assets.
The Bank continued to expand its financial institution group network with a net lending position of BD 135 million as
of 31 December 2015 and holding a large portfolio of sovereign sukuks.
Financially, fiscal year 2015 saw the Group earning a net profit of BD12.3 million, as compared to a net profit of BD15.6
million in 2014. The gross operating income amounted to BD57.8 million compared to BD BD46.1 million in 2014,
representing an increase of 25%. The earnings per share (EPS) for the year amounted to 5.8 fils against 8.0 fils achieved
in 2014. The total operating expenses of the Group decreased from BD26.4 million in 2014 to BD25.3 million in 2015.
Retained earnings and appropriation of net income:
BD’000
Balance at beginning of the year 46,497
Net profit for the year – 2015 12,346
Transfer to statutory reserve (1,235)
Proposed dividends (10,705)
Charitable contributions (100)
Balance at end of the year 46,803
Directors’ and senior management interest:

As required by the Central Bank of Bahrain rulebook set out below are the interests of directors and senior managers
in the shares of Al Salam Bank-Bahrain B.S.C. and the distribution of the shareholdings as of 31 December 2015.
31/12/2015
Directors' shares 1,691,553
Senior managers' shares 96,999
1,788,552
Directors’ remuneration for 2015 amounted to BD 365,000 (2014: BD 329,000).

2015
% of total
No. of Outstanding
Percentage of shares held No. of shares Shareholders shares
Less than 1% 884,333,208 23,137 41.31

1% up to less than 5% 812,329,368 16 37.94
More than 5% 444,268,176 2 20.75
Total 2,140,930,752 23,155 100.00
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BOARD OF DIRECTORS’ REPORT TO THE SHAREHOLDERS (continued)
Shareholders holding more than 5%: Nationality Holding

Bank Muscat S.A.O.G. Oman 14.74%
Overseas Investment S.P.C. Bahrain 6.01%
The directors take this opportunity to express their appreciation to the leadership led by HM King Hamad bin Isa
Al Khalifa, HRH the Prime Minister Prince Khalifa bin Salman Al Khalifa and HRH the Crown Prince, Deputy Supreme
Commander and First Deputy Premier Prince Salman bin Hamad Al Khalifa, the Ministry of Finance, the Ministry
of Industry, Commerce and Tourism, the Central Bank of Bahrain, the Bahrain Bourse, correspondents, customers,
shareholders and employees of the Bank for their support and collective contribution since the establishment of the
Bank and we look forward to their continued support in the fiscal year 2016.
Shaikha Hessa bint Khalifa bin Hamad Al-Khalifa

Chairperson
9 February 2016
Manama, Kingdom of Bahrain
11
The Shari’a and Supervisory Board Report for Al Salam Bank-Bahrain
presented to the AGM for the financial year 2015
The Shari’a Fatwa and Supervisory Board (“the Board”) has reviewed the Bank’s transactions during the year 2015, as
well as the Consolidated Statement of Financial Position, Consolidated Income Statement, Consolidated Statement
of Cash Flows and Changes in Owner’s Equity for the year ended 31 December 2015. The Board met with the Bank’s
management and submitted its annual report as follows:
Firstly:
1. The Board has supervised the Banks’ activities and transactions during the year, and carried out its role by advising
the various departments to adhere to the Shari’a principles and the Board’s legal opinions in respect to those
activities and transactions. The Board held, for this purpose, several meetings with the Banks’ management. The
Board hereby confirms the Bank’s management keenness to adhere to the Shari’a principles and the Board’s legal
opinions.
2. The Board has studied the transactions presented to it during the year, and approved the contracts and documents
relating to those transactions. The Board responded to questions and queries and issued appropriate decisions
and legal opinions relevant to the transactions. The decisions and legal opinions were circulated to the pertinent
departments for execution.
Secondly:
The Board reviewed what it requested of documents and files, and received the data which helped it to perform the
supervisor y and audit work.
Thirdly:
The Board has reviewed samples of contracts and agreements that were presented and requested the Management
to adhere to them.
Fourthly: Balance Sheet:
The Board has reviewed the Consolidated Statement of Financial Position and appended data and notes and made
its observations on them.
In line with the available information and disclosures that are presented by the Banks’ management, the consolidated
statement of financial position reviewed by the Board represents the Banks’ assets, liabilities, equity of investment
accountholders, and owner’s equity. The accuracy of the information and data provided are the responsibility of the
Banks’ management.
The Board believes that the consolidated financial statements for the year ended 31 December 2015 along with the
distribution of profit to depositors and dividends to shareholders had been prepared in conformity with the Islamic
Shari’a regulations.
Fifthly: Zakah:
Since the Articles of Association of the Bank does not require the Bank to pay Zakah on behalf of the Shareholders,
thus, the Board has calculated the Zakah due on the shareholders in order to inform them, and which is disclosed in
the notes to the consolidated financial statements (note 39).
Sixthly: Conversion of BMI Bank:
The Bank acquired the full stake in BMI Bank with the aim of converting it to a Shari’a-compliant bank. This conversion
took effect as of 1st January 2016, and BMI Bank started exercising its business in a Shari’a-compliant manner. Attached
is the Board’s report on the conversion of BMI Bank.
Seventhly: Prohibited Income:
According to the Board’s decision that the start of calculation and discharge of prohibited income is from the date of
complete conversion of BMI Bank which was set at 1st January 2016, the subtraction of the prohibited income from
BMI Bank does not oblige Al Salam Bank-Bahrain to discharge it.
The Shari’a Board decided to ward off the Shari’a non-compliant income from the transactions executed during the
year and have it spent on Charity.
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The Shari’a and Supervisory Board Report for Al Salam Bank-Bahrain
presented to the AGM for the financial year 2015 (Continued)
The Board hereby emphasizes that management has the primary responsibility to comply with the Rules
and Principles of Shari’a in all activities and transactions of the Bank. The Board confirms that the executed
transactions that are submitted by management of the Bank for the Board’s review during the year were generally
in compliance with Rules and Principles of Shari’a. The management has shown utmost interest and willingness
to fully comply with the recommendations of the Board
Board Members
Dr. Hussein Hamed Hassan

Chairman
Dr. Ali Al Qura Daghi Shaikh Adnan Al Qattan

Board Member Board Member
Dr. Mohammed Zoeir Dr. Mohammed Arbouna

Board Member & Secretary Board Member
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14
15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2015
16
CONSOLIDATED INCOME STATEMENT
Year ended 31 December 2015
17
CONSOLIDATED STATEMENT OF CASH FLOWS
18
19
CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 December 2015
20
31 December 2015
21
31 December 2015
22
31 December 2015
23
31 December 2015
24
31 December 2015
25
31 December 2015
26
31 December 2015
27
31 December 2015
28
31 December 2015
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CORPORATE GOVERNANCE REPORT
31 December 2015
CORPORATE GOVERNANCE PRACTICE
The Bank aspires to the highest standards of ethical conduct: doing what it says; reporting results with accuracy and
transparency and maintaining full compliance with the laws, rules and regulations that govern the Bank’s business.
Since 2010 when the new Corporate Governance Code was introduced by the Central Bank of Bahrain, the Bank has
been implementing several measures to enhance its compliance with the corporate governance rules. A separate
section on the status of compliance with the corporate governance rules and High Level Controls Module is included
in this report.
SHAREHOLDERS
Major Shareholders as of 31 December 2015
Name Country of origin No. of shares % Holding
1 Bank Muscat ( S.A.O.G. ) Oman 315,494,795 14.74

2 Overseas Investment S.P.C. Bahrain 128,773,381 6.01
3 Al Rushd Investments W.L.L. UAE 105,000,000 4.9
4 Tasameem Real Estate Company L.L.C. UAE 102,264,615 4.78
5 D S L Yachts W.L.L. UAE 77,450,000 3.62
6 Gimbal Holding Company S.P.C Bahrain 75,553,633 3.53
7 First Energy Bank B.S.C. Bahrain 73,884,098 3.45
8 Royal Court Affairs, Sultanate of Oman Oman 70,825,359 3.31
9 Securities and Investment Company B.S.C. (c) Bahrain 62,965,798 2.94
10 National Bank of Abu Dhabi PJSC UAE 38,500,000 1.8
11 Aabar Investments PJSC UAE 38,000,000 1.77
12 Al Asuban Company Bahrain 26,250,000 1.23
13 Global Express Company W.L.L. Bahrain 25,000,000 1.17
14 Falcon Private Bank Ltd. Swaziland 24,149,435 1.13
15 HRH Prince Mohammed Bin Fahad Bin Abdulaziz Saudi Arabia 21,708,750 1.01
60
31 December 2015 (continued)
Shareholding – 31 December 2015
Category No. of shares No. of shareholders % of outstanding shares
Less than 1% 884,333,208 23,137 41.31

1% to less than 5% 812,329,368 16 37.94
5% to less than 10% 128,773,381 1 6.01
10% to less than 20% 315,494,795 1 14.74
20% up to less than 50% - - -
50% and above - - -
Total 2,140,930,752 23,155 100.00
The outstanding ordinary share ownership of the Bank is distributed as follows:
Nationality No. of shares Ownership percentage
Bahraini
Government - -
Institutions 462,609,907 21.61
Individuals 125,252,725 5.85
GCC
Government 70,825,359 3.31
Individuals 425,399,845 19.87
Other
Individuals 93,717,277 4.38
Total 2,140,930,752 100.00
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BOARD OF DIRECTORS
The Board of Directors shall provide central leadership to the Bank, establish its objectives and develop the strategies
that direct the ongoing activities of the Bank to achieve these objectives. Directors shall determine the future of the
Bank through the protection of its assets and reputation. They will consider how their decisions relate to “stakeholders”
and the regulatory framework. Directors shall apply skill and care in exercising their duties to the Bank and are subject
to fiduciary duties. Directors shall be accountable to the shareholders of the Bank for the Bank’s performance and can
be removed from office by them.
The primary responsibility of the Board is to provide effective governance over the Bank’s affairs for the benefit of
its shareholders, and to balance the interests of its diverse constituencies including its customers, correspondents,
employees, suppliers and local community. In all actions taken by the Board, the directors are expected to exercise
their business judgment in what they reasonably believe to be in the best interests of the Bank. In discharging that
obligation, directors may rely on the honesty and professional integrity of the Bank’s senior executives and external
advisors and auditors.
Directors’ Profiles
H.H. Shaikha Hessa bint Khalifa bin Hamad Al Khalifa
Chairperson
Chairperson of the Remuneration, Nomination and Corporate Governance Committee

Independent and non-executive
Director since: 18 April 2009
Term started: 24 February 2015
Experience: more than 17 years
An active member of the royal family of the Kingdom of Bahrain, H.H. Shaikha Hessa gained her Bachelor’s degree
in Management (1998), and her Master degree in Social Policy and Planning (2002) both from the London School of
Economics and Political Science. Gained a MSc Development Finance 2010 from University of London. She joined the
Supreme Council for Women in 2001 as a member of the Social Committee. Since 2004 she has been a Permanent
Member of the Council’s Board. In 2005, she founded “INJAZ Bahrain” which is an international organization to
inspire and prepare young Bahrainis to succeed in a global economy and is presently its Executive Director. With her
experience and active role in enterprise education and developing skills of young women, she has been invited as
speaker and panellist at various occasions including the UN, and the World Economic Forum.
H.E. Shaikh Khalid bin Mustahail Al Mashani
Vice Chairman

Director Since: 5 May 2014
H.E. Shaikh Khalid bin Mustahail Al Mashani holds a BSc. in Economics and a Masters Degree in
International Boundary Studies from the School of Oriental and African Studies (SOAS), University
of London. Shaikh Khalid is the Chairman of the Board of Directors of Bank Muscat S.A.O.G.; Deputy Chairman of
Al Omaniya Financial Services Company and Chairman of Dhofar International Development & Investment Holding
Company S.A.O.G.
62
H.E. Mohamed Ali Rashid Alabbar
Director (resigned as of 9 February 2016)
Non-independent and non-executive

Director since: 14 March 2013
H.E. Mohamed Alabbar is the founder and Chairman of Emaar Properties PJSC, the Dubai-based
global property developer. He is also the founder and Chairman of Africa Middle East Resources
(AMER), a private company operating to unlock the value of natural resource opportunities in Africa and link them
with large consumer markets in Asia. He also chairs Tradewinds Corporation, a premier leisure and hospitality owner-
operator in Malaysia, developing world-class real estate developments in the country and Southeast Asia.
Mr. Alabbar is the founder and major shareholder of RSH, the leading Singapore-based pan-Asian marketer, distributor
and retailer of some 60 international fashion and lifestyle brands through more than 70 outlets in more than 20
countries.
He is also a board member of Eagle Hills, a UAE-based real estate development company focused on large-scale
projects in high-growth international markets. He serves on the board of Manara Developments in Bahrain and Noor
Investment Group, an affiliate of Dubai Group, the leading diversified financial company of Dubai Holding.
A member of the Dubai World Expo 2020 Preparatory Committee, Mr. Alabbar is actively involved in the developmental
work being undertaken in preparation to host the event.
Mr. Alabbar is a graduate in Finance and Business Administration from the Seattle University in the US, and holds an
Honorary Doctorate from the University in addition to serving on its Board of Trustees. A keen sportsman, Mr. Alabbar
is an active member of the UAE’s endurance horse racing community.
Mr. Hussein Mohammed Al Meeza
Director
Chairman of the Executive Committee

Director Since: 20 March 2012
Mr. Hussein Mohammed Al Meeza is considered one of the renowned personalities in the Islamic banking sectors and
Islamic finance and insurance. Mr. Al Meeza’s outstanding career success was crowned in December 2006 when the
International Conference of Islamic Bankers chose him as the 2006 Best Islamic Banking Personality. Having graduated
from the Beirut Arab University in 1975, Mr. Al Meeza started his professional career at the Dubai Islamic Bank (DIB)
where he spent 27 years during which he played a pioneering role in enhancing and developing the bank’s services.
His landmark achievement was the establishment of the Al Salam Banks in Sudan, Bahrain and Algeria. Mr. Al Meeza
is currently Vice Chairman and Chairman of the Executive Committee of Al Salam Bank- Algeria. He was a founder
member of Emaar properties, Amlak finance, Emaar Industries & Investments, Emaar Financial services, Dubai Islamic
Insurance & Reinsurance Company (AMAN). Mr. Al Meeza occupied the positions of the CEO and Managing Director of
Dubai Islamic Insurance and Reinsurance Company (AMAN), Vice Chairman and Chairman of the Executive Committee
of Al Salam Bank-Sudan, Chairman of LMC Bahrain, Chairman of the executive committee of Islamic Trading company
in Bahrain, Board member and chairman of the Executive committee in Amlak Finance – Dubai and Chairman of
Emaar Financial Services – Dubai, Vice Chairman of Emirates Cooperative Society – Dubai. Board member of the
General Council of Islamic Banks and Financial Institutions, Chairman of the founding committee of Islamic Insurance
and Re-Insurance Companies. He was also a Board Member of Emirates Society for Insurance.
63
Mr. Salman Saleh Al Mahmeed
Director
Chairman of the Audit and Risk Committee

Director since: 15 February 2010
Mr. Salman Al Mahmeed is the Deputy Chief Executive Officer of Bahrain Airport Services, the Deputy Chairman of Dar
Albilad, the Managing Director and Owner’s Representative of Global Hotels, Global Express and Movenpick Hotel in
Bahrain. He was a Board Member of the Bahraini Saudi Bank as well as being a member of its Investment, Executive
and Strategic Options Committees. He was also the Investment Director of Magna Holdings. Mr. Al Mahmeed holds
an MBA in Business Administration, Master in Hotel Management and Management BSc. Degree and he is currently a
Board member of Al Salam Bank and Chairman of the Audit Committee.
Mr. Essam bin Abdulkadir Al Muhaidib
Director

Director Since: 17 April 2006
Mr. Essam A. Al Muhaidib is the Board Member and Group CEO of Al Muhaidib Group. In
addition, he sits in the Board of Directors of multiple FMCG, Banking, Financial, Real Estate, Industrial and Contracting
companies. Savola Group, ACWA Power, Nestle Waters, Bawan, Al Salam Bank, Blominvest KSA, Rafal Real Estate,
Emmar Middle East, Al Balad Al Ameen Development Co, are few of them. He is also the Chairman of Panda Retail
Company, Herfy Foods Services Co, The Economic & Industrial Development Committee under the Eastern Province
Governance Council. He is a Board Member in Eastern Province Governance Council and member in the Board of
various charity, benevolence and educational institutions like Educational Services Company of Prince Mohamed bin
Fahad University, King Fahad University for Petroleum and Minerals Endowment Fund, Saudi Food Bank and Husan Al
Jawar Society, Bahrain. He holds a Bachelor of Science in Statistics from King Saud University.
Sulaiman bin Mohamed Al Yahyai
Director

Mr. Sulaiman bin Mohamed Al Yahyai is the Deputy Chairman of the Board of Directors of Bank
Muscat since June 2011, a member of the Board’s Risk Committee and a member of the Board’s Nomination and
Compensation Committee. Mr. Al Yahyai holds a certificate in Assets Management-Lausanne University, Switzerland
(2002), MBA – Institute of Financial Management – University of Wales, UK (2000), and a certificate in Financial Crisis
– Harvard University, USA (1999). Mr. Al Yahyai is an Investment Advisor at the Royal Court Affairs, Chairman – Oman
Chlorine Co. “SAOG”, Director – Al Madina Real Estate Co. “SAOC”, Director – Falcon Insurance “SAOC”, Chairman of
Oman Fixed Income Fund, Chairman of Integrated Tourism Projects Fund, Chairman of Telecom Oman, Chairman of
the National Bank of Oman GCC Fund.
64
Mr. Hisham Saleh Al Saie
Director

Hisham Saleh Al Saie is a representative of Overseas Investment Company S.P.C. and has vast
experience in Investment Management and the Corporate Finance fields. He holds an MBA from London Business
School, a BA in Accounting from the University of Texas at Arlington and has attended a number of executive education
courses at INSEAD and other reputable institutions. Hisham is a Board member of Investcorp Bank, Nass Corporation
B.S.C.. Al-Khaleej Commercial Bank (Qatar), and Diyar Al Muharraq B.S.C. (c),. Prior to his current responsibilities,
Hisham was head of Corporate Finance at SICO Investment Bank, where he was responsible for structuring key local
and regional equity and debt capital market transactions. He also held previous positions at BDO Jawad Habib, Price
Waterhouse Coopers and Arthur Andersen.
Mr. Mohamed Shukri Ghanem
Director

With more than 16 years of extensive experience in the regional financial market and in global
energy sector, Mr. Ghanem is the Chief Executive Officer and Board Member of First Energy Bank
in Bahrain, he is responsible for the overall management of the Bank in line with the Bank’s strategic plan and also
responsible for monitoring organisational performance against the strategic plan. Mr. Ghanem is currently a Board
member of Alizz Islamic Bank in Oman and Al Salam Bank in Bahrain. Prior to joining FEB, Mr. Ghanem worked at
Arab Banking Corporation (BSC) (“ABC”) as part of the North African business development team at the Global Project
and Structured Finance division, and with GED Handles G.m.b.H., Vienna in the risk and asset management in the
energy and metals sectors. Mr. Ghanem holds a Bachelor of Arts (Major in Business) from Webster University (School
of Business and Technology) in Vienna and holds an MBA from Glamorgan University.
Mr. Khalid Salem Al-Halyan
Director

Mr. Al-Halyan has more than 30 years senior level experience in several industries and is currently
the group Chief Audit Executive at Dubai Aviation City Corporation (DACC). He started his career
at the UAE Central Bank and moved to the Department of Economic Development (DED) in Dubai before joining the
aviation industry in 1996; initially to establish the new Dubai Airport Free Zone (DAFZA) and head up the Finance
Department, before moving on to establish the Group Internal Audit & Risk Assessment (GIARA) function at DACC. He
has been involved in establishing DED, Emaar Properties, the UAE Internal Audit Association, the UAE Golf Association
and worked on restructuring projects for DUBAL, Dubai World Trade Centre, Dubai Civil Aviation, UAE Central Bank
Banking Supervision, and realized the construction of a new facility for the Al Noor Special Needs Centre in Dubai. Mr.
Al-Halyan currently serves as Vice President of the UAE Internal Audit Association (affiliated to the Institute of Internal
Auditors (IIA), USA) and as Chairman of Al Noor Special Needs Centre in Dubai. He holds an MBA degree from Bradford
University in the UK and BBA from UAE University, Al Ain.
65
. Mr. Yousif Abdulla Taqi
Director and Group Chief Executive Officer
Executive
A Certified Public Accountant (CPA), Mr. Taqi has been active in the banking and financial
services industry since 1983. During his career, Mr. Taqi worked in leading positions for a number of institutions in the
Kingdom of Bahrain. Prior to joining Al Salam Bank-Bahrain, he was Deputy General Manager of Kuwait Finance House
(Bahrain), where he was responsible for establishing Kuwait Finance House Malaysia. Prior to this, Mr. Taqi spent 20
years with Ernst & Young, during which time he provided professional services for many regional and international
financial institutions. During his career with Ernst & Young, Mr. Taqi was promoted as Partner, responsible for providing
auditing and consultancy services to the Islamic financial firms. He is currently the Chairman of Manara Developments
Company B.S.C.(c), Amar Holding Company B.S.C.(c), affiliates of ASBB, board member of the Housing Bank (Bahrain),
Aluminium Bahrain (ALBA), and the Deputy Chairman of King Faisal Corniche Development Co.
Board Composition
The Board consists of members of high-level professional skills and expertise. Furthermore, in compliance with
the corporate governance requirements, the Board Committees consist of Members with adequate professional
background and experience. The Board periodically reviews its composition and the contribution of Directors and
Committees.
The appointment of Directors is subject to prior screening by the Remuneration, Nomination and Corporate
Governance Committee and the Board of Directors as well as approval by the Shareholders and the Central Bank
of Bahrain. The classification of “executive”, “non-executive” and “independent non-executive” directors is as per
definitions stipulated by the Central Bank of Bahrain.
Mandate of the Board of Directors and Directors’ Roles and Responsibilities
The principal role of the Board of Directors (the Board), is to oversee the implementation of the Bank’s strategic
initiatives and its functioning within the agreed framework, in accordance with relevant statutory and regulatory
structures. The Board is also responsible for the consolidated financial statements of the Group. The Board ensures
the adequacy of financial and operational systems and internal control, as well as the implementation of corporate
ethics and the code of conduct. The Board has delegated responsibility for overall management of the Bank to the
Chief Executive Officer.
The Board reserves a formal schedule of matters for its decision to ensure that the direction and control of the Bank
rests with the Board. This includes strategic planning, performance reviews, material acquisition and disposal of assets,
capital expenditure, authority levels, appointment of auditors and review of the financial statements and financing
activities including annual operating plan and budget, ensuring regulatory compliance and reviewing the adequacy
and integrity of internal controls. All policies pertaining to the Bank’s operations and functioning are to be approved
by the Board.
Each Director holds the position for three years, after which he must present himself to the Annual General Meeting
of shareholders for re-appointment. The majority of ASBB Directors (including the Chairman and/or Vice Chairman)
are required to attend the Board meetings in order to ensure a quorum.
Board Elections System
Article 26 of the Bank’s Articles of Association provides the following:
1. The Bank shall be administered by a Board of Directors consisting of not more than fourteen members and not
less than five members. The Board’s term shall be three years which may be renewed.
2. Each shareholder owning 10% or more of the capital may appoint whoever represents him on the Board to the
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same percentage of the number of the Board members. His right to vote shall be forfeited for the percentage
he has exercised to appoint his representative. If a percentage is left after exercising his right to nominate, he
may use such percentage to vote.
3. Other members of the Board shall be elected by the General Assembly by secret ballot.
The Board of Directors shall elect, by secret ballot, a Chairman and one or more Vice Chairman every three years. The
Vice Chairman shall act for the Chairman during his absence or if there is any barrier preventing him.
Article 29 of the Article of Association covered the “Termination of Membership in the Board of Directors”. It provided
the following:
A Director shall lose his office on the Board in the event that he:
a. Fails to attend four consecutive meetings of the Board in one year without an acceptable excuse, and the Board
of Directors decides to terminate his membership;
b. Resigns his office by virtue of a written request;
c. Forfeits any of the provisions set forth in Article 26 of the Articles of Association;
d. Is elected or appointed contrary to the provisions of the Law; and
e. Has abused his membership by performing acts that may constitute a competition with the Company or
caused actual harm to the Company.
Independence of Directors
An independent director is a director whom the Board has specifically determined, has no material relationship which
could affect his independence of judgment, taking into account all known facts. The Directors have disclosed their
independence by signing the Directors Annual Declaration whereby they have declared that during 2015 that they
have met all the conditions stipulated under Appendix A of the Corporate Governance Code.
In 2015, the members of the Board were:
Independent Non-executive Directors
1. H.H. Shaikha Hessa bint Khalifa Al Khalifa – Chairperson
2. H.E. Shaikh Khalid bin Mustahail Al Mashani - Vice Chairman
3. Mr. Hussein Mohammed Al Meeza
4. Mr. Salman Saleh Al Mahmeed
5. Mr. Essam bin Abdulkadir Al Muhaidib
6. Mr. Sulaiman bin Mohamed Al Yahyai
7. Mr. Hisham Saleh Al Saie
8. Mr. Mohamed Shukri Ghanem
9. Mr. Khalid Salem Al-Halyan
Non-independent and Non-executive Directors
1. H.E. Mohamed Ali Rashid Alabbar
Executive and Non-independent Directors
1. Mr. Yousif Abdulla Taqi
All current Directors were elected for a three-year term on 24 February 2015.
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Induction and Orientation for New Directors
When the new Board of Directors was elected on 24 February 2015 all directors were provided with information
related to the Corporate Governance Guidelines and the Board Charter, Committee and the Code of Conduct, policies
and other documents were reviewed.
Evaluation of Board Performance
Members of the Board of Directors have been requested to assess their self-performance, how the Board of Directors’
operate, evaluate the performance of each committee in light of the purposes and responsibilities delegated to it,
their attendance and their involvement in the decision making process.
Remuneration of Directors
Remuneration of the Directors as provided by Article 36 of the Articles of Association states the following:
“The General Assembly shall specify the remuneration of the members of the Board of Directors. However, such
remunerations must not exceed in total 10% of the net profits after deducting statutory reserve and the distribution
of dividends of not less than 5% of the paid capital among the shareholders. The General Assembly may decide to
pay annual bonuses to the Chairman and members of the Board of Directors in the years when the Company does
not make profits or in the years when it does not distribute profits to the shareholders, subject to the approval of the
Minister of Industry and Commerce. “
“The Board, based upon the recommendation of the Remuneration and Nomination Committee and subject to the
laws and regulations, determines the form and amount of director compensation subject to final approval of the
shareholders’ at the Annual General Assembly meeting. The Remuneration and Nomination Committee shall conduct
an annual review of directors’ compensation.”
Per the Directors’ Appointment Agreement, the structure and level for the compensation for the Board of Directors
consist of the following:
1. Annual remuneration subject to the annual financial performance of the Bank and as per the statutory
limitation of the law.
2. The total amount payable to each Board member with respect to Board and Committee meetings attendance
shall be taken into consideration when determining each member’s annual remuneration.
3. The remuneration of the Board of Directors will be approved by the shareholders at the Annual General
Assembly.
In addition to the above, Directors who are employees of the Bank shall not receive any compensation for their
services as directors. Directors who are not employees of the Bank may not enter into any consulting arrangements
with the Bank without the prior approval of the Board. Directors who serve on the Audit Committee shall not directly
or indirectly provide or receive compensation for providing accounting, consulting, legal, investment banking or
financial advisory services to the Bank.
The Board Charter
The Board has adopted a Charter which provides the authority and practices for governance of the Bank. The
Charter was approved by the Board with the beginning of its term in 2012 and includes general information on the
composition of the Board of Directors’, classification of Directors’, Board related Committees, Board of Directors’ roles
and responsibilities, Board of Directors’ code of conduct, Board remuneration and evaluation process, insider dealing,
conflict of interest and other Board related information.
Conflict of Interest
The Bank has a documented procedure for dealing with situations involving “conflict of interest” of Directors. In the
event of Board or its Committees considering any issues involving “conflict of interest” of Directors, the decisions are
taken by the full Board/Committees.
68
The concerned Director abstains from the discussion/ voting process. These events are recorded in Board/Committees
proceedings. The Directors are required to inform the entire Board of (potential) conflicts of interest in their activities
with, and commitments to, other organisations as they arise and abstain from voting on the matter. This disclosure
includes all material facts in the case of a contract or transaction involving the Director.
Code of Conduct
The Board has an approved Code of Conduct for ASBB Directors. The Board has also approved a Code of Ethics for
the Executive Management and staff that include “whistle-blowing” procedures. The responsibility for monitoring
these codes lies with the Board of Directors. The Directors’ “Code of Conduct” is published on the Bank’s website. The
directors’ adherence to this Code of Conduct is periodically reviewed.
Board meetings and attendances
The Board of Directors meets at the summons of its Chairperson or her Deputy (in event of his absence or disability)
or if requested to do so by at least two Directors. According to the Bahrain Commercial Companies Law and the Bank’s
Articles of Associations, the Board meets at least four times a year. A meeting of the Board of Directors shall be valid
if attended by half of the members in person. During 2015, five Board meetings were held at the Bank’s premises as
follows:
Board Meetings in 2015 - Minimum Four Meetings Per Annum
Members 4 February 24 February* 27 April 28 September 7 December

H.H. Shaikha Hessa bint Khalifa Al
Khalifa a a a a a
H.E. Shaikh Khalid bin Mustahail Al
Mashani a a a a a
H.E. Mohammed Ali Al Abbar - a - - -
Mr. Hussein Mohammed Al Meeza a a - a a
Mr. Salman Saleh Al Mahmeed a a a a a
Mr. Essam bin Abdulkadir Al Muhaidib a - a - a
Mr. Suleiman Mohamed Al Yahyai a a a a a
Mr. Hisham Saleh Al Saie a a a a a
Mr. Mohamed Shukri Ghanem N/A a a a a
Mr. Khalid Salem Al-Halyan N/A a a a a
Mr. Yousif Abdulla Taqi a a a a a
Mr. Hamad Tariq Al Humaidi** a N/A N/A N/A N/A
Mr. Habib Ahmed Kassem** a N/A N/A N/A N/A
Mr. Adnan Abdulla Al Bassam** a N/A N/A N/A N/A
Mr. Fahad Sami Al Ebrahim** a N/A N/A N/A N/A
* The second Board meeting was held immediately following the AGM meeting and there was no official invitation
to it.
** Director in the previous Board term.
69
Directors’ interests
Directors’ shares ownership in two-year comparison as on 31 December:
2014 2015
Members No. of Shares
H.H. Shaikha Hessa bint Khalifa Al Khalifa 100,000 100,000
H.E. Shaikh Khalid bin Mustahail Al Mashani 0 0
H.E. Mohammed Ali Alabbar 100,000 100,000
Mr. Hussein Mohammed Al Meeza 462,819 462,819
Mr. Salman Saleh Al Mahmeed 100,000 100,000
Mr. Essam bin Abdulkadir Al Muhaidib 100,000 100,000
Mr. Suleiman Mohamed Al Yahyai 0 0
Mr. Hisham Saleh Al Saie 0 0
Mr. Mohamed Shukri Ghanem* N/A 0

Mr. Khalid Salem Al-Halyan* N/A 10,000
Mr. Yousif Abdulla Taqi 520,000 818,734
There were no trading activities in the shareholdings of directors during the year except for the purchase of 298,734 shares
by Mr. Yousif Abdullah Taqi.
*Directors were not on the Board during 2014.
Related entities
The following shareholder is related to Mr. Hussein Al Meeza:

• Top Enterprises L.L.C. owns 925,000 shares
The following shareholder is related to H.E. Mohamed Ali Rashid Alabbar:

• Al Rushed Investments W.L.L. owns 105,000,000 shares
Approval process for related parties’ transactions:
The Bank has a due process for dealing with transactions involving related parties. Any such transaction will require
the approval of the Board of Directors. The nature and extent of transactions with related parties are disclosed in the
consolidated financial statements.
Material Transactions that require Board Approval
While any transaction above BD5 million and up to BD10 million requires the approval of the Executive Committee of
the Board of Directors, any transaction above BD10 million requires the approval of the Board of Directors of the Bank.
In addition, when acquiring 20% of a company Board approval is required regardless of the amount.
Material contracts and financing involving Directors:
A financing facility has been provided to Mr. Hisham Saleh Al Saie. The details of the facility are as follows:
• Principal amount of financing : BD88,333

• Nature of facility : Diminishing Musharaka
• Profit rate : (6.5% p.a.)
• Value Date : 28th August, 2012
• Security : BD394,420
• Principal outstanding : BD55,000
70
Directorships held by Directors on other boards
The High Level Controls Module provides that no director should hold more than three directorships in Bahrain public
companies. All members of the Board of Directors meet this requirement.
Board committees:
The Board level committees are formed, and the Board of Directors appoints their members, at the beginning of each
Board term. They are considered the high level link between the Board and the Executive Management. The objective
of these committees is to assist the Board in supervising the operations of the Bank. The Committee reviews issues
that are submitted by the management to the Board and makes recommendations to the Board for their final review.
Below are certain information relating to the work of certain Board Committees during the year 2015, summary of
the dates of Committee meetings held, Directors’ attendance and a summary of the main responsibilities of each
Committee.
The full texts for the Terms of Reference for Board Committees (Executive Committee, Audit and Risk Committee, and
Remuneration, Nomination and Corporate Governance Committee) are published on the Bank’s website.
Executive Committee
Committee meetings in 2015 -Minimum four meetings per annum.
Four Committee meetings were held during 2015 as follows:
22
Members 24 March 3 June 19 October November
Mr. Hussein Mohamed Al Meeza (Chairman) a a a a

Mr. Essam Al Muhaidib - a - a
Mr. Suleiman Mohamed Al Yahyai a - a a
Mr. Hisham Saleh Al Saie a a a -
Mr. Mohamed Shukri Ghanem a - a a
Mr. Yousif Abdulla Taqi a a a a
Summary of responsibilities: Deputizing the Board on matters pending decisions between Board meetings,
considering and reviewing management’s operational reports and regulatory and strategic developments, reviewing
and approving credit and market risk proposals in excess of the authority limits of the relevant committees, reviewing
management’s recovery procedures for problem loans and requirements for provisioning.
71
Audit and Risk Committee
Committee meetings in 2015 - Minimum four meetings per annum.
Four Committee meetings were held during 2015 as follows:
Members 3 February 23 April 9 August 10 November
Mr. Salman Saleh Al Mahmeed (Chairman) a a a a

H.E. Shaikh Khalid bin Mustahail Al
Mashani a a a a
Mr. Fahad Sami Al Ebrahim* a N/A N/A N/A
Mr. Khalid Salem Al-Halyan N/A a a a

* Member in the Audit and Risk Committee during the previous term.
Summary of responsibilities: Reviews the internal audit program and internal control system, considers major
findings of internal audit review, investigations and management’s response, ensures coordination among internal
and External Auditors, monitors trading activities of key persons and ensures prohibition of the abuse of inside
information and disclosure requirements and reviews the periodic risk reports..
Remuneration, Nomination and Corporate Governance Committee
Committee meetings in 2015 - Minimum two meetings per annum.
Three meetings were convened during 2015
Members 29 January 9 September 7 December

H.H. Shaikha Hessa bint Khalifa Al Khalifa (Chairperson) N/A a a
H.E. Mohammed Ali Al Abbar N/A a -
Mr. Khalid Salem Al-Halyan N/A a a
Dr. Mohammed Burhan Arbouna (attended part of the meeting
related to Corporate Governance)
N/A a -
Mr. Habib Ahmed Kassem* a N/A N/A
Mr. Fahad Sami Al Ebrahim* a N/A N/A
Mr. Hisham Saleh Al Saie* a N/A N/A
*Member of the Committee during the previous term.
Summary of responsibilities: Make specific recommendations to the Board of Directors’ on both remuneration policy
and individual remuneration packages for the Chief Executive Officer and other senior managers. Evaluate senior
management’s performance in light of the Bank’s corporate goals. Make recommendations to the Board from time
to time as to the changes the committee believes to be desirable to the size of the Board or any committee of the
Board. Oversees and monitors the implementation of the governance policy framework. Reviews on an annual basis
the Bank’s compliance with the respective Corporate Governance rules and regulations as well as the Board’s and
subcommittees’ charters. Reviews on an annual basis the Shari’a Supervisory Board’s compliance with its approved
charter.
72
SHARI’A SUPERVISORY BOARD
Al Salam Bank-Bahrain is guided by a Shari’a Supervisory Board consisting of five distinguished scholars. The Board
reviews the Bank’s activities to ensure that all products and investment transactions comply fully with the rules and
principles of Islamic Shari’a.
The Board meets at least 4 times a year. Its members are remunerated by annual retainer fee and sitting fees per
meeting attended, with travel expenses reimbursed as appropriate. Its members are not paid any performance-
related remuneration.
Shari’a Board members profiles:
Dr. Hussein Hamid Hassan
Chairman
Dr. Hassan holds a PhD from the Faculty of Shari’a, Al Azhar University, Cairo, Egypt;
and a Master’s in Comparative Jurisprudence and Diploma in Comparative Law (both
of which are the equivalent of a PhD) from the International Institute of Comparative
Law, University of New York, USA. He also holds a Masters in Comparative Juries, and
Diplomas in Shari’a and Private Law, from the University of Cairo; and an LL B in Shari’a
from Al Azhar University. He is the Chairman and member of the Shari’a Supervisory
Board in many of the Islamic Financial Institutions. In addition, Dr. Hassan is Chairman
of the Assembly of Muslim Jurists, Washington, USA; a member of the European
Islamic Board for Research & Consultation, Dublin, Ireland; and an Expert at the Union
of Islamic Banks, Jeddah, Kingdom of Saudi Arabia.
Dr. Ali Mohuddin Al’Qurra Daghi
Member
Dr. Al’qurra Daghi holds a PhD in Shari’a and Law, and a Master’s in Shari’a and
Comparative Fiqh, from Al Azhar University, Cairo, Egypt. He also holds a BSc. in Islamic
Shari’a from Baghdad University, Iraq; a certificate of traditional Islamic Studies under
the guidance of eminent scholars in Iraq; and is a graduate of the Islamic Institute in
Iraq. He is currently Professor of Jurisprudence in the faculty of Shari’a law and Islamic
Studies at the University of Qatar. He sits on the Boards of Shari’a Supervisory Boards
for several banks and financial institutions. Dr. Al’qurra Daghi is also a member of the
Islamic Fiqh Academy, the Organisation of Islamic Conference, the European Muslim
Council for Efta and Researches, the International Union of Muslim Scholars, and the
Academic Advisory Committee of the Islamic Studies Centre, Oxford University, UK. He
also has published several research papers tackling various types of Islamic Finance, Islamic Fiqh, Zakah and Islamic
Economy.
73
Shaikh Adnan Abdulla Al Qattan
Member
Shaikh Adnan Al Qattan holds Master’s degree in the Quran and Hadith from the
University of Um Al-Qura, Makka, Kingdom of Saudi Arabia; and Bachelor’s degree in
Islamic Shari’a from the Islamic University, Madeena, Saudi Arabia. Shaikh Al Qattan is
also a Judge in the Shari’a Supreme Court, Ministry of Justice – Kingdom of Bahrain.
Shaikh Al Qattan is a Member of Shari’a Supervisory Boards for several Islamic banks
and he is also Chairman of Al Sanabil Orphans Protection Society, Chairman of the
Board of Trustees of the Royal Charity Establishment under the Royal Court - Kingdom
of Bahrain, and President of the Kingdom of Bahrain Hajj Mission. In addition, he is
a Friday sermon orator at Al-Fatih Grand Mosque. Shaikh Al Qattan contributed to
drafting the Personal Status Law for the Ministry of Justice and is a regular participant
in Islamic committees, courses, seminars and conferences.
Dr. Mohamed Abdulhakim Zoeir
Member & Secretary to the Board
Dr. Zoeir holds PhD in Islamic Economy; Master’s degree in Islamic Shari’a (Economy);
Bachelor’s degree in Management Sciences; and a Higher Diploma in Islamic Studies.
He is Member of the Fatwa Board in a number of Islamic financial institutions and has
18 years of experience with Egypt Central Bank. Dr. Zoeir was also the Head of Shari’a
compliance in Dubai Islamic Bank.
Dr. Mohammed Burhan Arbouna
Member
Group Head of Shari’a Compliance
Dr. Mohammed Burhan Arbouna holds a PhD in laws with specialization in Islamic
banking and finance from International Islamic University Malaysia, and Master’s in
Comparative Laws. He also holds BA degree in Shari’a and Higher Diploma in Education
from Islamic University, Medina. He is an expert in Islamic banking and finance since
1997. Before joining Al Salam Bank-Bahrain, Dr. Arbouna was the Shari’a Head and
Shari’a Board member in the Seera Investment Bank B.S.C Bahrain. Prior to that, he
worked as the Head of Shari’a department in the Kuwait Finance House-Bahrain. Also,
Dr. Arbouna worked as Shari’a researcher and consultant for the Accounting and
Auditing Organization for Islamic Financial Institutions (AAOIFI) – Bahrain. Dr. Arbouna lectures on Islamic banking
and finance and gives consultancy on orientation and professional programs for a number of professional and
educational institutions. Dr. Arbouna is a member of Islamic Money Market Framework (IMMF) steering committee
initiated by Central Bank of Bahrain for management of liquidity among Islamic banks.
74
EXECUTIVE MANAGEMENT
The Board delegates the authority for management of the Bank to the Chief Executive Officer. The CEO and Executive
Management are responsible for implementation of decisions and strategies approved by the Board of Directors and
the Shari’a Fatwa and Supervisory Board.
Executive Management team profiles:
Mr. Yousif Abdulla Taqi
Director and Group Chief Executive Officer
A Certified Public Accountant (CPA), Mr. Taqi has been active in the banking and financial services
industry since 1983. During his career, Mr. Taqi worked in leading positions for a number of
institutions in the Kingdom of Bahrain. Prior to joining Al Salam Bank-Bahrain, he was Deputy
General Manager of Kuwait Finance House (Bahrain), where he was responsible for establishing
Kuwait Finance House Malaysia. Prior to this, Mr. Taqi spent 20 years with Ernst & Young, during which time he provided
professional services for many regional and international financial institutions. During his career with Ernst & Young,
Mr. Taqi was promoted as Partner, responsible for providing auditing and consultancy services to the Islamic financial
firms. He is currently the Chairman of Manara Developments Company B.S.C.(c), Amar Holding Company B.S.C.(c),
affiliates of ASBB, board member of the Housing Bank (Bahrain), Aluminium Bahrain (ALBA), and the Deputy Chairman
of King Faisal Corniche Development Co.
Dr. Anwar Khalifa Al Sada
Deputy Group CEO- Business
Dr. Anwar Al Sada has more than 26 years of distinguished central banking career. Before joining
Al Salam Bank-Bahrain, he was The Deputy Governor of Central Bank of Bahrain (CBB). Along
with his current position at Al Salam Bank-Bahrain, Dr. Al Sada was also Chairman of Bahraini
Saudi Bank and Vice Chairman of Eskan Bank. He served in a number of national, regional and
international committees. His previous posts held were Chairman of Investment Committee at
CBB, Vice Chairman of Bahrain Stock Exchange, Chairman of Bahrain’s Policy Committee for Prohibition and Combating
of Money Laundering and Terrorist Financing, Member of the Future Generation Fund and Member of Promotion
Board. Dr. Al Sada has attended the Harvard Management Development course, also received his Master degree and
the PhD degree both in Philosophy from University of Surrey, UK.
75
Mr. Eyad Yusuf Sater
Group Chief Operating Officer - Al Salam Bank-Bahrain
Acting CEO - BMI Bank
Mr. Eyad Yusuf Sater is a professional Banker with more than 31 years’ experience in the regional
banking and financial industry. Following the merger with Al Salam Bank-Bahrain, Mr. Eyad Sater
was appointed in his current position at al Salam Bank as Group Chief Operating Officer while
handling the responsibilities of the General Manager of Support Services of BMI Bank. Having handed over the reins
of latter position, he was appointed as Acting Chief Executive Officer of BMI Bank; a subsidiary of ASBB. During his
career, from the year 2006 to 2011, Mr. Eyad Sater has held a number of senior executive management positions in
the region with various Banking & Financial Institutions. In addition to his current executive duties, Mr. Eyad Sater
is a board member of BMI Bank and serves as a member in several management committees including Executive
Management Committee, Management Credit Committee, Asset Liability Committee, Investment Committee and
Executive Risk Committee. Mr. Eyad Sater received his Master’s Degree in Business Administration from the University
of Glamorgan, UK.
Mr. Anwar Mohammed Murad
Head of Private Banking
Mr. Murad has 22 years of experience in the areas of Private Banking, Treasury, Market Risk
Management and Retail Banking. Mr. Murad has served as Executive Vice President - Head of
Private Banking at Al Salam Bank - Bahrain since May 2006. His responsibilities were to establish
the Private Banking and Retail Banking divisions for Al Salam Bank. In addition to the standard
banking products, he managed to structure and launch many Shari’a-compliant products. Prior
to joining Al Salam Bank, he was the Head of Private Banking at BMI Bank Bahrain. Earlier, Mr. Murad was the Regional
Market Risk Manager for the MENA region at ABN AMRO Bank and also headed the Treasury Operations in Bahrain.
From 1994 to 1998 he had various positions with Citibank in Bahrain as Authorized Signer, Money Market and Debt
Derivatives followed by Assistant Manager, Global Consumer Banking. Mr. Murad has extensive knowledge and
experience in Treasury and Investment products starting from Money Market, Foreign Exchange, Debt Derivatives
and Structured Products.
Mr. Arif Mohammed Janahi
Head of Corporate Banking
Mr. Arif Janahi is a well-nurtured commercial banker with more than 21 years of experience in
Operations and Corporate Banking. He started his career with a well-known conventional bank
before expanding his exposure with another conventional commercial bank where he was
responsible to promote Corporate Banking products and services in the local market and the
GCC. In 2006, Mr. Janahi joined Al Salam Bank – Bahrain as Head of Corporate Banking where he was responsible
to establish the Department in liaison with the concerned committees and other departments in Al Salam Bank.
Throughout the last 20 years of banking, Mr. Janahi gained a good experience in both conventional and Islamic
banking backed by strong market network, knowledge of banking products, and credit assessment. Mr. Janahi holds
an MBA from the University of Hull, UK.
76
Mr. Abdulkarim Turki
Head of Retail Banking
Mr. Turki is a well-rounded banker with more than 31 years’ experience in Treasury, Operations,
Audit, Internal Controls and Risk Management. He joined Al Salam Bank-Bahrain in 2006 as
Senior Vice President, Head of operations. He was heavily involved in the incorporation and
structuring of the Bank and the Operation Department. He was appointed as a key member in
the Selection and Implementation Committee of the Bank’s core banking system in addition to
being a member in other Bank’s committees such as Basel II, Bank Asset Liability Committee (ALCO) and the Public
Relations Committee (PRC). Prior to joining the Bank, he held the position of Vice President - Head of Treasury Support
Operations at Citibank Bahrain, where he gained his experience through the occupation of several managerial
positions heading different departments and units. He was also involved in the launch of Citi Islamic Investment
Banking as he was responsible for formulating all operational procedures, devising the chart of accounts and products
accounting. Mr. Turki holds an MBA in Investment & Finance from University of Hull, UK.
Mr. Talal Abdul Aziz Al Mulla
Head of Investments
A Certified Public Accountant (CPA), Mr. Talal Al Mulla has been active in the banking and
financial services industry since 1999. Mr. Al Mulla worked with Ernst & Young Bahrain being
responsible for audit and consulting assignments for major financial institutions in the region.
He joined Al Salam Bank setting up the Internal Audit function in 2006. In 2009, Mr. Al Mulla
moved to the Investment Department where he has been sourcing and managing investment
opportunities to the Bank. He also sits on the board of Directors of a number affiliates and subsidiary companies in
which the bank has invested.
Mr. Hussain Abdulhaq
Head of Treasury and Financial Markets
Mr. Abdulhaq is an experienced Treasurer in the area of Islamic banking and Capital markets. He
spent most of his 14 years career as treasury specialist where he was involved in different areas,
like Islamic liquidity management, Islamic capital markets instruments, development of Islamic
complaint investment products and hedging instruments. He joined Al Salam Bank in 2007 as a
senior member in the treasury team and he was involved in establishing the different functions
and business lines of the unit as well as in charge for the ALCO function. Hussain lead the treasury integration process
of Al Salam Bank and Bahrain Saudi Bank in 2010 and handling the same responsibility with BMI Bank. Prior joining
Al Salam Bank, He worked for Kuwait Finance House (Bahrain), a leading Islamic Financial institution in the region,
for more than 5 years where he was in charge of the dealing room activities. Hussain as a holder of MBA degree in
77
Banking & Finance with a first honor from University of Bahrain and CFA charted holder as well.
Mrs. Muna Al Balooshi
Group Head of Human Resources and Administration
Mrs. Al Balooshi Joined Al Salam Bank, Bahrain Since 2006 as Group Head of Human Resources.
She had a major role in the Bank’s two acquisitions of the Bahraini Saudi Bank and BMI Bank
in regard to the merger of the Bank’s resources with those two banks. Mrs. Al Balooshi has an
excellent knowledge of HR policies and Labor Law regulations due to her long experience as she
was the Head of Human Resources at the Court of HRH the Crown Prince from 2001 till 2006 and
prior to that she was working in HR department at KPMG. She has full responsibility of the Human Resources division
and forming the division strategy as well as assisting directors in top confidential tasks. Mrs. Muna holds an MBA
degree from De Paul University – Chicago and she’s a CIPD Associate.
Mr. Qassim Taqawi
Group Head of Legal
Mr. Qassim Taqawi is a veteran legal counsel with more than 12 years of experience in the field
of Investment Banking, Islamic Banking, Retail Banking, Finance, Company Law, Labor Law,
Real Estate and Construction. During his career, Mr. Taqawi has handled and attained regional
exposure in legal matters covering the GCC, USA, Europe and MENA region. Following the
merger with Al Salam Bank-Bahrain, Mr. Taqawi was appointed in his current position at Al Salam
Bank as the Group Head of Legal handling the group’s legal affairs. Since 2003, Mr. Taqawi has held a number of senior
executive positions in the region with various Banking & Financial Institutions. In addition to his current executive
responsibilities, Mr. Taqawi serves as a member in management committees including Investment Committee and
Remedial Committee. Mr. Taqawi holds a Bachelor degree (LLB) in law and is a registered lawyer with the Ministry of
Justice & Islamic Affairs in the Kingdom of Bahrain.
Dr. Mohammed Burhan Arbouna
Group Head of Shari’a Compliance
Dr. Mohammed Burhan Arbouna holds a PhD in laws with specialization in Islamic banking and
finance from International Islamic University Malaysia, and Masters in Comparative Laws. He also
holds BA degree in Shari’a and Higher Diploma in Education from Islamic University, Medina. He
is an expert in Islamic banking and finance since 1997. Before joining Al Salam Bank-Bahrain,
Dr. Arbouna was the Shari’a Head and Shari’a Board member in the Seera Investment Bank
B.S.C Bahrain. Prior to that, he worked as the Head of Shari’a department in the Kuwait Finance House-Bahrain. Also,
Dr. Arbouna worked as Shari’a researcher and consultant for the Accounting and Auditing Organization for Islamic
Financial Institutions (AAOIFI) – Bahrain. Dr. Arbouna lectures on Islamic banking and finance and gives consultancy
on orientation and professional programs for a number of professional and educational institutions. Dr. Arbouna is
a member of Islamic Money Market Framework (IMMF) steering committee initiated by Central Bank of Bahrain for
management of liquidity among Islamic banks.
78
Mr. Essa Abdulla Bohijji
Chief Auditor and Board Secretary
Mr. Bohijji has more than 15 years of consulting and industry experience in the financial services,
commercial entities, governmental bodies, and internal audit. Prior to joining Al Salam Bank
Bahrain, Mr. Bohijji was the Chief Auditor and Board Secretary of an Islamic investment Bank
in Bahrain. Mr. Bohijji had also spent seven years with Ernst & Young where he worked in the
Audit and Assurance Services Group before shifting to the Business Advisory Services that was
responsible for Internal Audit and Risk Management assignments and left as a Senior Manager. Mr. Bohijji currently
serves as a Board member of BMI Bank, a Board and Audit Committee member of Al Salam Bank Algeria, an interim
Board member in BMIO Bank in Seychelles, and a non-executive Audit Committee member in Manara Developments
B.S.C. (c). In addition to that, Mr. Bohijji served from year 2009 as a Board and Audit Committee Member for Bahraini
Saudi Bank prior to the full merger with Al Salam Bank Bahrain in late 2012. Mr. Bohijji is a qualified Certified Public
Accountant, licensed from the state of New Hampshire and is a member of the American Institute of Certified Public
Accountants. He also holds a B.Sc. in Accounting from University of Bahrain.
Mr. Isa Hasan Maseeh
Group Chief Risk Officer
Mr. Maseeh is a risk professional with more than 17 years of experience in the financial sector.
His exposure spans across commercial and investment banking sectors in Bahrain. Mr. Maseeh
joined ASBB as Group Chief Risk Officer in 2015 with the primary objective of consolidating
the risk activities across the Bank. Prior to joining ASBB, he was the Chief Risk Officer at BMI
Bank. Earlier, Mr. Maseeh held various senior risk management positions with Islamic and
conventional banks including Gulf Finance House and United Gulf Bank. Having had the opportunity to work across
different segments of the financial industry and be actively involved in the setup of financial institutions, Mr. Maseeh
has managed to develop a well-rounded knowledge and experience base in banking. Mr. Maseeh holds an MBA
(Hons) from DePaul University, USA and a bachelor’s degree in finance from Concordia University, Canada. He also
holds the Chartered Financial Analyst (CFA) and Professional Risk Manager (PRM) designations.
Mr. Mohammed Khalid Ateeq
Acting Group Head of Compliance and MLRO
Mr. Ateeq has more than 10 years of experience in the Retail and Investment Banking sector.
He joined Al Salam Bank Bahrain in 2008. Mr. Ateeq is a Certified Anti-Money Laundering
Specialist (CAMS), FIBA - FIU Anti Money Laundering Certified Associate (AMLCA) from Florida
International University, and is an International Diploma in Compliance holder from the
University of Manchester Business School, UK. He also has a bachelor’s degree in Banking and
Finance from the University of Bahrain.
79
Senior managers’ interests
The number of shares held by the senior managers, in two-year comparison, as on 31 December is as follows:
2014 2015
Staff name Shares
Mr. Abdulkarim Mohammed Turki 168 168
Dr. Mohammed Burhan Arbouna 336 336
Mr. Essa Abdulla Bohijji 96,495 96,495
96,999 96,999
There were no trading activities in the shareholdings of the senior managers during the year.
MANAGEMENT COMMITTEES
The Chief Executive Officer is supported by a number of management committees each having a specific mandate
to give focus to areas of business, risk and strategy. The various committees and their roles and responsibilities are:
Committee Roles and responsibilities

Credit/Risk Committee Recommending the risk policy and framework to the Board. Its Primary
role is the selection and implementation of risk management systems,
portfolio monitoring, stress testing, risk reporting to Board, Board
Committees, Regulators and Executive Management. In addition to these
responsibilities, individual credit transaction approval and monitoring is
an integral part of the responsibilities.
Asset Liability Committee This Committee’s primary responsibility is to review the trading and
liquidity policy for the overall management of the balance sheet and its
associated risks.
Investment Committee The role of the Committee is to review and approve all transactions related
to corporate and real estate investments and monitoring their performance
on an ongoing basis. In addition, the Committee is responsible to oversee
the performance of the fund managers and recommend exit strategies to
maximize return to its investors.
Technology Steering Committee TSC oversees the information technology function of the Bank. It
recommends the annual IT budget and plans, drawn up in accordance with
the approved strategy for the Bank, to the CEO for submission to the Board
of Directors for their approval. It supervises the implementation of the
approved IT annual plan within set deadlines and budgetary allocations.
Executive Management Compensation
The performance bonus of the Chief Executive Officer is recommended by the Remuneration and Nomination
Committee and approved by the Board. The performance bonus of senior management is recommended by the
Chief Executive Officer for review and endorsement by the Remuneration and Nomination Committee subject to
Board approval.
COMPLIANCE
The Bank has in place comprehensive policies and procedures to ensure full compliance with the relevant rules and
regulations of the Central Bank of Bahrain and the Bahrain Bourse, the Dubai Financial Market, the Emirates Securities
& Commodities Authority, including anti-money laundering, prudential and insider trading reporting. The Bank is in
compliance with High Level Control Module issued by the Central Bank of Bahrain.
80
INTERNAL CONTROL
Internal control is an active process that is continually operating at all levels within the Bank. The Bank has established
an appropriate culture to facilitate an effective internal control process and for monitoring its effectiveness on a
periodic basis. Every employee of the Bank participate in the internal control process and contribute effectively by
identifying risk at an earlier stage and implementing mitigating controls at optimum cost. Residual risk is properly
communicated to the senior management and corrective actions are taken.
KEY PERSONS POLICY
The Bank has established a Key Persons’ Policy to ensure that Key Persons are aware of the legal and administrative
requirements regarding holding and trading of the Bank’s shares, with the primary objective of preventing abuse of
inside information. Key Persons are defined to include the Directors, Executive Management, designated employees
and any person or firm connected to the identified Key Persons. The ownership of the Key Persons’ Policy is entrusted
to the Board’s Audit Committee.
The Key Persons’ Policy is posted on the Bank’s website.
COMMUNICATION POLICY
The Bank recognizes that active communication with different stakeholders and the general public is an integral part
of good business and administration. In order to reach its overall goals for communication, the Bank follows a set of
guiding principles such as efficiency, transparency, clarity and cultural awareness.
The Bank uses modern communication technologies in a timely manner to convey messages to its target groups. The
Bank shall reply without unnecessary delay, to information requests by the media and the public. The Bank strives
in its communication to be as transparent and open as possible while taking into account bank confidentiality. This
contributes to maintaining a high level of accountability. The Bank also proactively develops contacts with its target
groups and identifies topics of possible mutual interest. The Bank reinforces clarity by adhering to a well-defined
visual identity in its external communications.
The Bank’s formal communication material is provided in both Arabic and English languages. The Bank maintains a
Legal Policy published on its website: www.alsalambahrain.com that includes terms and conditions on the use of
information published on the site.
The annual reports and quarterly financial statements, Board Charter and Corporate Governance report are published
on the Bank’s website. Shareholders have easy access to various types of forms including proxies used for the Annual
General Meeting. In addition, forms are also available online to file complaints or make inquiries which are duly dealt
with. The Bank regularly communicates with its staff through internal communications to provide updates of the
Bank’s various activities.
81
Consumer/ Investor Awareness Programmes and Tools
To fulfil its goals for external communications, promoting its products and communicating with its stakeholders,
ASBB employs a variety of communications tools. The most important of them are listed below.
Customers Seminars, bilateral contacts, website, newsletter,

media campaigns, corporate presentations, speeches,
publications, brochures, leaflets, Radio and TV
advertising, banners, unipols, SMS etc.
Investors Publications, road shows (mostly bilateral contacts),
Internet, media, investor presentations, wire services,
brochures, leaflets, advertising etc.
Regulatory & Governmental authorities Institutional contacts, seminars, visits, bilateral contacts,
Internet, newsletter, media, publications (in particular
the Annual Report), brochures, leaflets, etc.
Media Communications Press releases, interviews, speeches, background
seminars, etc.
General public Communications Media, other key target groups as multipliers
WHISTLE BLOWING POLICY
The Bank has a whistle blowing policy with designated officials to whom the employee can approach. The policy
provides adequate protection to employees for any reports in good faith. The Board’s Audit Committee oversees the
implementation of this policy.
The directors have adopted the following code of conduct in respect of their behaviour:
• To act with honesty, integrity and in good faith, with due diligence and care, in the best interest of the Bank
and its stakeholders;
• To act only within the scope of their responsibilities;
• To have a proper understanding of the affairs of the Bank and to devote sufficient time to their
responsibilities;
• To keep confidential Board discussions and deliberations;
• Not to make improper use of information gained through the position as a director;
• Not to take undue advantage of the position of director;
• To ensure his/her personal financial affairs will never cause reputational loss to the Bank;
• To maintain sufficient/detailed knowledge of the Bank’s business and performance to make informed
decisions;
• To be independent in judgment and actions and to take all reasonable steps to be satisfied as to the
soundness of all decisions of the Board;
• Not to agree to the Bank incurring an obligation unless he/she believes at the time, on reasonable grounds,
that the Bank will be able to discharge the obligations when it is required to do so;
• Not to agree to the business of the Bank being carried out, or cause or allow the business to be carried out, in
a manner likely to create a substantial risk of serious loss to the Bank’s creditors;
• To treat fairly and with respect all of the Bank’s employees and customers with whom they interact;
• Not enter into competition with the Bank;
• Not demand or accept substantial gifts from the Bank for himself/herself or his/her associates;
• Not take advantage of business opportunities to which the Bank is entitled for himself/herself or his/her
associates;
• Report to the Board any potential conflict of interest, and
• Absent themselves from any discussions or decision-making that involves a subject in which they are
incapable of providing objective advice or which involves a subject of proposed conflict of interest.
82
Organization Structure
SHAREHOLDERS
Board of Directors
Fatwa and Shari’a

Executive Committee
Supervisory Board
Nomination, Remuneration &

Corporate Governance Committee
Audit And Risk Committee
Group Chief Executive Officer
Board Secretary Internal Audit
Shari’a Compliance Compliance
Human Resources & Risk

Administration
Deputy Group CEO Deputy Group CEO

Chief Operating Officer Strategic Development & Support
Business
Private Banking Operations Treasury & Capital Markets
Corporate Banking Information Technology Finance
Post Acquisition &

Retail Banking Legal Investment Administration
Corp. Com. &

Investments Investor Relations
83
Al Salam Bank-Bahrain B.S.C.
Bahrain World Trade Center, East Tower
P. O. Box: 18282
Investor Relations
Tel: +973 1713 3399
Fax: +973 1713 1073
E-mail: investors@alsalambahrain.com
www.alsalambahrain.com
Shares Registrar
Karvy Computershare W.L.L.
(Licensed and Regulated by the CBB)
Zamil Tower, Office No. 74, 7th Floor

PO Box 514,
Tel: +973-17215080
Fax: +973-17212055
E-mail: bahrain.helpdesk@karvy.com

AGM 2016 - Al Salam Bank

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Ordinary General Assembly Meeting

Dynamic - Diversified - Differentiated

Licensed as an Islamic Retail Bank by the Central Bank of Bahrain

2015 AGM minutes 3

The Board of Directors’ Report 9

Fatwa & Shari’a Supervisory Board’s Report 12

The Auditor’s Report 14

The Consolidated Financial Statements 16

Notes to the Consolidated Financial Statements 20

Corporate Governance Report 2014 60

1. Mr. Habib Ahmed Kassem Board Member

The Agenda of the Ordinary General Assembly Meeting

Meeting President and Rapporteur

Directors’ and senior management interest:

Directors’ remuneration for 2015 amounted to BD 365,000 (2014: BD 329,000).

Less than 1% 884,333,208 23,137 41.31

Shareholders holding more than 5%: Nationality Holding

Shaikha Hessa bint Khalifa bin Hamad Al-Khalifa

Dr. Hussein Hamed Hassan

Dr. Ali Al Qura Daghi Shaikh Adnan Al Qattan

Dr. Mohammed Zoeir Dr. Mohammed Arbouna

Major Shareholders as of 31 December 2015

Name Country of origin No. of shares % Holding

1 Bank Muscat ( S.A.O.G. ) Oman 315,494,795 14.74

Category No. of shares No. of shareholders % of outstanding shares

Less than 1% 884,333,208 23,137 41.31

The outstanding ordinary share ownership of the Bank is distributed as follows:

Nationality No. of shares Ownership percentage

H.H. Shaikha Hessa bint Khalifa bin Hamad Al Khalifa

Chairperson of the Remuneration, Nomination and Corporate Governance Committee

H.E. Shaikh Khalid bin Mustahail Al Mashani

Independent and non-executive

H.E. Mohamed Ali Rashid Alabbar

Director (resigned as of 9 February 2016)

Non-independent and non-executive

Mr. Hussein Mohammed Al Meeza

Chairman of the Executive Committee

Chairman of the Audit and Risk Committee

Mr. Essam bin Abdulkadir Al Muhaidib

Independent and non-executive

Sulaiman bin Mohamed Al Yahyai

Independent and non-executive

Independent and non-executive

Mr. Mohamed Shukri Ghanem

Independent and non-executive

Mr. Khalid Salem Al-Halyan

Independent and non-executive

Director and Group Chief Executive Officer

Mandate of the Board of Directors and Directors’ Roles and Responsibilities

Board Elections System

Article 26 of the Bank’s Articles of Association provides the following:

b. Resigns his office by virtue of a written request;

d. Is elected or appointed contrary to the provisions of the Law; and

In 2015, the members of the Board were:

Independent Non-executive Directors

1. H.H. Shaikha Hessa bint Khalifa Al Khalifa – Chairperson

2. H.E. Shaikh Khalid bin Mustahail Al Mashani - Vice Chairman

3. Mr. Hussein Mohammed Al Meeza

4. Mr. Salman Saleh Al Mahmeed

5. Mr. Essam bin Abdulkadir Al Muhaidib

6. Mr. Sulaiman bin Mohamed Al Yahyai

7. Mr. Hisham Saleh Al Saie

8. Mr. Mohamed Shukri Ghanem